AUTOLIV INC — Director's Dealing 2014

Feb 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOLIV INC (ALV)
CIK: 0001034670
Period of Report: 2014-02-22

Reporting Person: Rode Steven (President Autoliv Electronics)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-22	Common Stock	M	595	$0.00	Acquired	2924	Direct
2014-02-24	Common Stock	M	2781	$69.18	Acquired	5705	Direct
2014-02-24	Common Stock	S	2781	$95.33	Disposed	2924	Direct
2014-02-25	Common Stock	S	209	$95.58	Disposed	2715	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-22	Restricted Stock Unit	$	M	595	Disposed	2014-02-22	Common Stock (595)	Direct
2014-02-24	Employee Stock Option (right to buy)	$69.18	M	2781	Disposed	2023-02-19	Common Stock (2781)	Direct

Footnotes

F1: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on October 29, 2013.

F2: Reflects the weighted average sale price. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker dealer. The reporting person reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price. The range of prices for such transaction is $95.31 to $95.34.

F3: Each restricted stock unit represents a contingent right to receive one share of ALV common stock.

F4: The restricted stock units and the stock options were granted under the Company's Stock Incentive Plan of 1997, as amended, at no cost to the reporting person.